Lisata Therapeutics (LSTA) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 10, 2025, with voting on key proposals and opportunities for shareholder questions.

• Proposals include director elections, an amendment to the Employee Stock Purchase Plan, auditor ratification, and advisory votes on executive compensation and its frequency.

• Proxy materials are distributed electronically to conserve resources and reduce costs.

Voting matters and shareholder proposals

• Shareholders will vote on re-electing two Class III directors for three-year terms, amending the 2017 Employee Stock Purchase Plan to increase available shares, ratifying Grant Thornton LLP as auditor, approving executive compensation, and determining the frequency of future say-on-pay votes.

• The board recommends voting FOR all proposals and for an annual frequency on say-on-pay votes.

• Shareholders of record as of April 17, 2025, are eligible to vote, with one vote per share.

• Voting can be done online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• The board consists of six members divided into three classes, with staggered three-year terms.

• Nominees for re-election are Mohammad Azab, M.D., M.B.A., and Steven M. Klosk, J.D., both with extensive biopharmaceutical and management experience.

• The board includes a mix of independent directors and diverse backgrounds in medicine, finance, and management.

• Committees include Audit, Compensation, Nominating and Governance, and Science and Technology, all with independent members except the latter.

• The board has adopted codes of ethics and insider trading policies, and encourages diversity in skills and experience.